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New York Liberty Development Corporation Revenue Bonds (Goldman Sachs Headquarters Issue), Series 2005 (Second Tranche)

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New York Liberty Development Corporation Revenue Bonds (Goldman Sachs Headquarters Issue), Series 2005 (Second Tranche) NEW ISSUE - BOOK-ENTRY ONLY In the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., bond counsel, under existing law, and assuming continuing compliance with certain requirements of the Internal Revenue Code, interest on the Additional Series 2005 Bonds (1) will not be included in a bondholder’s federal gross income under the Internal Revenue Code; (2) will not constitute a preference item for a bondholder under the federal alternative minimum tax; and (3) will be included in the adjusted current earnings of a corporation under the federal corporate alternative minimum tax. Also, in bond counsel’s opinion, under existing law, interest on the Additional Series 2005 Bonds is exempt from personal income taxes imposed by the State of New York or its political subdivisions, including The City of New York, to the extent that such interest is excluded from gross income for federal income tax purposes. $19,380,000 NEW YORK Liberty DEVELOPMENT CORPORATION Revenue Bonds (Goldman Sachs Headquarters Issue), Series 2005 (Second Tranche) Dated: October 1, 2015 CUSIP Number†: 531127AC2 Due: October 1, 2035 On October 12, 2005, the New York Liberty Development Corporation (the “Issuer”) issued $1,265,220,000 of its Revenue Bonds (Goldman Sachs Headquarters Issue), Series 2005 (the “Original Series 2005 Bonds”). The Issuer will issue its above-captioned bonds (the “Additional Series 2005 Bonds” and together with the Original Series 2005 Bonds maturing on October 1, 2035, the “Series 2005 Bonds”) as additional Series 2005 Bonds, with the same interest rate, maturity date and redemption terms, and accordingly the same CUSIP number, as the Original Series 2005 Bonds maturing October 1, 2035 and currently outstanding in the par amount of $1,242,525,000. The Issuer will pay semi-annual interest on the Additional Series 2005 Bonds on April 1 and October 1 of each year, commencing on April 1, 2016, to the registered holders of the Additional Series 2005 Bonds on the preceding March 15 or September 15. The Series 2005 Bonds are subject to redemption in whole or in part at the option of the Borrower on the terms described under “Description of the Series 2005 Bonds”. The Issuer will use the proceeds of the Additional Series 2005 Bonds to make a loan to Goldman Sachs Headquarters LLC (the “Borrower”). The Borrower will use the proceeds of the loan to refund the portion of the Original Series 2005 Bonds maturing on October 1, 2015. The loan to the Borrower will be guaranteed by The Goldman Sachs Group, Inc. (the “Guarantor”). The Series 2005 Bonds are special limited obligations of the Issuer. They are payable solely from, and are secured by, payments under (1) the Issuer’s loan to the Borrower and (2) the guaranty, made by the Guarantor, of that loan to the Borrower. The Series 2005 Bonds are not guaranteed by, or direct obligations of, the Guarantor or the Borrower or any of their subsidiaries. None of the Series 2005 Bonds, the loan or the guaranty are secured by the headquarters or revenues generated by the headquarters. The Borrower does not have substantial assets other than the headquarters of the Guarantor and any revenues generated by the headquarters. The Borrower expects the Guarantor to make the payments required to be made under the loan (and thus provide funds for the payment of the Series 2005 Bonds) through capital contributions, loans or other funds provided to the Borrower or under the guaranty. Investors may obtain information on the Guarantor as described in Exhibit A. The Series 2005 Bonds are not a general obligation of the Issuer. The Series 2005 Bonds are not a debt or pledge of the faith and credit of the State of New York, the New York Job Development Authority, the New York State Urban Development Corporation or any other authority, public benefit corporation or local development corporation, or any municipality of the State of New York. The Issuer has no taxing power. This cover page is only a brief general summary. Investors must read this entire official statement, including the information incorporated by reference, to obtain essential information for making an informed investment decision. The Underwriters expect to deliver the Additional Series 2005 Bonds on or about October 1, 2015 through the facilities of The Depository Trust Company against payment in immediately available funds. The Additional Series 2005 Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without notice, and to the approval of legality of the Series 2005 Bonds by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York, bond counsel, and to certain other conditions. Goldman, Sachs & Co. Siebert Brandford Shank & Co., L.L.C. September 24, 2015 † The CUSIP number listed above is provided solely for the convenience of bondholders and neither the Borrower nor the Issuer makes any representation with respect to such number or undertakes any responsibility for its accuracy. The CUSIP number is subject to change after the issuance of the Series 2005 Bonds as a result of various subsequent actions. $19,380,000 New York Liberty Development Corporation Revenue Bonds (Goldman Sachs Headquarters Issue), Series 2005 (Second Tranche) Maturity Amount Interest Rate Yield CUSIP Number† October 1, 2035 $19,380,000 5.25% 4.00% 531127AC2 (Approximate Price: 117.097%) † The CUSIP number listed above is provided solely for the convenience of bondholders and neither the Borrower nor the Issuer makes any representation with respect to such number or undertakes any responsibility for its accuracy. The CUSIP number is subject to change after the issuance of the Series 2005 Bonds as a result of various subsequent actions. Certain Information About This Bond Issue The Issuer and the Borrower have prepared this information to assist investors in understanding certain specific terms of this bond issue, especially: • the description of the Series 2005 Bonds being offered; and • the financing documents and security for the Series 2005 Bonds. This official statement, which incorporates by reference the materials that the Guarantor files with the United States Securities and Exchange Commission as specified in Exhibit A, provides investors with information about the Series 2005 Bonds being offered. Investors must carefully review that information before making a decision whether or not to purchase any of the Series 2005 Bonds. Bonds Offered: ..................................................................... $19,380,000 New York Liberty Development Corporation Revenue Bonds (Goldman Sachs Headquarters Issue), Series 2005. Issuer: ................................................................................... New York Liberty Development Corporation. Borrower: .............................................................................. Goldman Sachs Headquarters LLC. Guarantor of the Borrower: ................................................... The Goldman Sachs Group, Inc. Use of Proceeds: ................................................................... To make a loan to the Borrower to refund the portion of the Issuer’s Revenue Bonds (Goldman Sachs Headquarters Issue), Series 2005, maturing on October 1, 2015. See “PLAN OF REFUNDING”. Financing Documents: ......................................................... Loan and trust agreement and guaranty. See “THE LOAN AND TRUST AGREEMENT” and “THE GUARANTY”. Security and Source of Payment: .......................................... Loan payments received from the Borrower, which are guaranteed by the Guarantor, all as described under the heading “SECURITY AND SOURCE OF PAYMENT”. * * * Trustee: ................................................................................. The Bank of New York Mellon. Underwriters: ........................................................................ Goldman, Sachs & Co. (Goldman, Sachs & Co., the Borrower and the Guarantor are all affiliates) and Siebert Brandford Shank & Co., L.L.C. Bond Counsel: ...................................................................... Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, NY. Special Counsel to Issuer: ..................................................... Gonzalez Saggio & Harlan LLP. Underwriters’ Counsel: ......................................................... Orrick, Herrington & Sutcliffe LLP, New York, NY. Borrower’s and Guarantor’s Counsel: .................................. Sullivan & Cromwell LLP, New York, NY. Orrick, Herrington & Sutcliffe LLP, New York, NY has also provided legal advice to the Borrower and the Guarantor in connection with this transaction. __________________ No Unlawful Offers. This official statement does not constitute an offer to sell, or the solicitation of an offer to buy, the Additional Series 2005 Bonds in any jurisdiction where that would be unlawful. The Issuer, the Borrower and the Guarantor have authorized only the information contained or incorporated by reference into this official statement. The Issuer, the Borrower and the Guarantor have not authorized any person to provide investors with any other information, and none of the Issuer, the Borrower or the Guarantor assume any responsibility or liability for the accuracy, completeness or fairness of any other information provided to any investor. Not a Contract; Not Investment Advice. This official statement is not a contract, and provides no investment advice. Investors should consult their financial advisors and
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